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Announcement of resolution of the second Extraordinary General Meeting in 2024
release time:
2025-03-20 18:46
AnnouncementNumber: 2024-031
Stock code: 832316 Securities abbreviation: Tian Zheng Biotech Host brokerage: Shenwan Hongyuan underwriting sponsor
Jilin Tianzheng Biotechnology Co., Ltd
Announcement of resolution of the second Extraordinary General Meeting in 2024
| The Company and all members of the Board of Directors warrant that the content of the announcement is true, accurate and complete, and there are no false records, misleading statements or material omissions, and assume individual and joint legal responsibility for the authenticity, accuracy and completeness of its content. |
1. The convening and attendance of the meeting
(1) Information on the convening of the meeting
1. Meeting Date: December 30, 2024
2. Meeting place: Conference room on the third floor of the company
3. Meeting method: √ On-site voting □ Network voting □ Other voting methods
4. Convenor: Board of Directors
5. Meeting Moderator: Mr. CAI Tiyuan, Chairman
6. Explanation of legality and compliance of the convening situation:
The convening and holding of this general meeting of shareholders is in accordance with the Company Law, Securities Law and other relevant laws, administrative regulations, departmental rules, normative documents and the provisions of the Articles of Association.
(2) Attendance at the meeting
A total of 6 shareholders attended or authorized to attend the general meeting, holding a total of 62,028,068 shares of voting rights, accounting for 54.89% of the total number of voting shares of the Company.
(3) The attendance of directors, supervisors and senior managers of the company at shareholders' meetings without voting rights
1. The company has 5 directors in office and 5 non-voting participants;
2. There are 3 supervisors in the company and 3 non-voting participants;
3. The secretary of the board of directors of the company attended the meeting;
4. Senior management of the company attended the meeting.
2. Deliberation of bills
(1) Deliberating and adopting the motion on changing the transfer method of the Company's shares from market-making transfer to collective bidding transfer
1. Contents of the motion:
Due to the needs of strategic development, in accordance with the Business Rules of the National SME Share Transfer System (Trial), the Guidelines for Determining and Changing the Share Transfer Method of the National SME Share Transfer System and other relevant provisions, the Company intends to apply to the National SME Share Transfer System for changing the transfer method of the Company's shares from market-making transfer to collective bidding transfer.
2. Motion voting result:
62,028,068 ordinary shares agreed, representing 100% of the total number of voting shares at the shareholders' meeting; The number of opposing shares is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting; The number of abstentions is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting.
3. Recusal from voting
None.
(2) Deliberating and passing the Motion on Submitting to the General Meeting of Shareholders to authorize the Board of Directors to handle Matters related to the Change of the Company's Share Transfer Method
1. Contents of the motion:
In order to facilitate the change of the method of stock transfer of the Company, the general meeting of shareholders of the Company is requested to authorize the Board of Directors to handle the relevant matters of the change of the method of stock transfer to the method of collective bidding. Specific contents include but are not limited to:
(1) Authorize the Board of Directors of the company to handle specific related matters in accordance with the contents of the relevant motion on changing the method of stock transfer passed by the general meeting of shareholders;
(2) Approve, sign and prepare documents related to this change in the transfer method of shares;
(3) To apply to the national SME share transfer system to change the share transfer method related matters;
(4) Handle other matters related to the change of the method of stock transfer;
(5) The authorization shall be valid from the date of approval by the general meeting of shareholders to the date of completion of the authorization matters.
2. Motion voting result:
62,028,068 ordinary shares agreed, representing 100% of the total number of voting shares at the shareholders' meeting; The number of opposing shares is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting; The number of abstentions is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting.
3. Recusal from voting
None.
(3) Deliberating and passing the motion on the by-election of Li Xiaoting as a supervisor of the fourth Board of Supervisors of the Company
1. Contents of the motion:
Due to personal reasons, Ms. Shi Chunyan applied to resign as the company's supervisor and chairman of the Board of Supervisors, and in accordance with the relevant provisions of the Articles of Association, Ms. Li Xiaoting was by-elected as the supervisor of the fourth Board of Supervisors of the company, the term of office from the date of review and approval of the company's shareholders' meeting to the expiration of the term of the fourth Board of Supervisors. After verification, Li Xiaoting met the qualifications for office, and did not belong to the target of joint punishment for breach of trust.
2. Motion voting result:
62,028,068 ordinary shares agreed, representing 100% of the total number of voting shares at the shareholders' meeting; The number of opposing shares is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting; The number of abstentions is 0 shares, accounting for 0% of the total number of voting shares at the shareholders' meeting.
3. Recusal from voting
None.
3. The effective status of the motion on the change of directors, supervisors and senior management personnel reviewed by this shareholders' meeting
| Name | Position | Job change | Effective date | Conference name | Status of effectiveness |
| Shi Chunyan | Supervisor | Dimission | December 30, 2024 | Second Extraordinary General Meeting in 2024 | Deliberation and adoption |
| Li Xiaoting | Supervisor | Be in office | December 30, 2024 | Second Extraordinary General Meeting in 2024 | Deliberation and adoption |
4. File directory for reference
Resolution of the Second Extraordinary Shareholders' Meeting in 2024 of Jilin Tianzheng Biotechnology Co., LTD.
Jilin Tianzheng Biotechnology Co., LTD
Board of directors
December 30, 2024
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